[51] On February 14, 2007, Dynatec signed a confidentiality
agreement with Sherritt International Company. On February
27, 2007, Dynatec set up a special committee to consider any
proposals from Sherritt. On April 3, 2007, the special committee
recommended accepting a proposal that Dynatec essentially be
purchased by Sherritt. By April 17, 2007, a fairness opinion was
ready and the negotiations were substantially complete.

[52] On April 19, 2007, the special committee recommended the
deal to the board of Dynatec, who approved it and announced it
the next morning. The price was a 29 per cent premium to the
price of Dynatec shares the day before the announcement.

[53] Davies was counsel to Dynatec, but Finkelstein was not
one of the lawyers working on the transaction. However, on April
18, 2007, Finkelstein accessed documents relating to the Dynatec transaction. There is no dispute that those documents contained material non-public information.

[54] What is noteworthy is the fact that, while Finkelstein was
accessing one of those documents, the voting agreement, he also
made a call to Azeff. The call lasted two minutes and 12 seconds.
Six minutes later, Finkelstein called him again for one minute.
Later that day, there was another call between the two, and that
evening there was a call from Finkelstein’s home to Azeff.

[55] Just over ten minutes after Finkelstein first called Azeff,
Azeff called another friend of his. Nine minutes after that call,
that friend bought 40,000 shares of Dynatec. The same friend
bought a further 15,000 shares a short time later, and then yet
another 7,000 shares the next day. Those shares in total had a
purchase price of over $200,000.

[56] The same day, another friend of Azeff’s, L.K., began buying Dynatec shares. L.K. had also purchased Masonite shares in
2004. It was L.K. who had acknowledged that he made the
Masonite purchases because of information given to him by
Azeff. L.K. similarly acknowledged that he purchased the Dynatec shares because of information given to him by Azeff.

[57] Meanwhile, on the same day, Bobrow called a client of his,
who bought 20,000 shares of Dynatec the next day. Further, also
on the same day, an assistant to Azeff and Bobrow bought 5,000
shares of Dynatec, as did her husband, for a total of 10,000
shares. The assistant did not suggest that the purchases were
based on anything other than information from Azeff and
Bobrow. The total shares purchased in this two-day period was
595,000 — which the Panel found was a significant volume.